Norse Atlantic ASA announces private placement and intention to list on Euronext Growth Oslo
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Kolbjørnsvik, 24 March 2021: Norse Atlantic ASA (“Norse Atlantic” or the “Company”), the new modern, long-haul, low-cost airline, with ambitions to connect major cities in Europe and the US, using fuel-efficient and more environmentally friendly Boeing 787 Dreamliners, has engaged Arctic Securities AS, Pareto Securities AS and SpareBank 1 Markets AS as joint global coordinators and joint bookrunners (together the “Managers”) to advise on and effect a contemplated private placement to raise gross proceeds of NOK 1,275 million (the “Private Placement”) and admission to trading of the Company’s shares on Euronext Growth Oslo (the “Admission”).
Norse Atlantic was established in February 2021 and will offer routes that have proven to be both popular and profitable, and will initially fly between the US and Europe, serving destinations such as New York, Los Angeles, Miami, London, Paris, and Oslo. The Company may expand the route network to include destinations in Asia as more Dreamliners enter the fleet. However, growth will be based exclusively on demand and profitability.
Norse Atlantic will focus its efforts on being low-fare and low-cost, with a lean management team and administration, and with global partnerships. Its long-haul flights, aboard modern Dreamliner aircraft leased at favourable rates and with efficient configuration will help keep costs down. For the customers, that means attractive offerings at low fares. Norse Atlantic expects to be taking off with its first flight in December 2021. For more information, visit www.flynorse.com
The Private Placement in brief:
The Private Placement will consist of a new share issue of NOK 1,275 million (equivalent to approximately USD 150 million) in the Company. The price per share in the Private Placement has been set to NOK 20 (the “Subscription Price”), equivalent to a pre-money equity value of the Company of approximately NOK 200 million (equivalent to approximately USD 24 million) based on the 10,000,000 shares currently outstanding in the Company. In addition, the Managers may elect to over-allot additional existing shares equivalent to up to approximately NOK 125 million (equivalent to approximately USD 15 million) (the "Additional Shares"), representing approx.10 percent of the offering size in the Private Placement pursuant to an over-allotment option (the "Over-Allotment Option").
The net proceeds to the Company from the Private Placement will be used for lease deposits on up to 12 aircraft (USD ~4 million remaining), funding of start-up costs including pre delivery OPEX (USD ~24 million), gross working capital (USD ~80 million), transaction costs (USD ~9 million), and general corporate purposes including licenses and marketing costs (USD ~33 million).
The application period for the Private Placement will commence on Wednesday 24 March 2021 at 09:00 CET and close on Thursday 25 March 2021 at 16:30: CET. The Managers and the Company may, however, at any time resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Company has applied for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is currently expected to be on or about 12 April 2021.
B T Larsen & Co Ltd, a company controlled by CEO Bjørn Tore Larsen, will subscribe for, and be allocated, shares for the NOK equivalent of USD 10 million.
Furthermore, 6 cornerstone investors have, subject to certain customary terms and conditions, undertaken to subscribe for, and be allocated, shares for a total amount of NOK 550 million distributed as follows: NOK 140 million from Delphi Fondene / NOK 100 million from DNB Asset Management / NOK 100 million from Handelsbanken Fonder / NOK 85 million from Andenæsgruppen / NOK 70 million from Skagen Fondene / NOK 55 million from Nordea Investment Management.
Certain existing shareholders are expected to grant Pareto Securities AS, on behalf of the Managers (the "Stabilisation Manager"), an option to borrow a number of shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement. Pursuant to the Over-Allotment Option, the Company is also expected to grant the Stabilisation Manager an option (the "Greenshoe Option") to subscribe and have issued, at the Offer Price, a number of new shares up to the number of Additional Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through share purchases made as part of any stabilization activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo.
The Company, certain large shareholders (including Brumm AS, Lomar AS and NYE KM Aviatrix Invest AS), and members of the Company's Board of Directors (the "Board") and management will enter into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares, as applicable, for a period of 6 months for the Company and such large existing shareholders, and 12 months for the members of the Board and management, after the commencement of trading in the shares on Euronext Growth Oslo without the prior written consent of the Managers.
The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
The completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to issue the new shares having been validly made, including the Board's resolution to consummate and to allocate the shares in the Private Placement and a resolution by the general meeting of the Company to issue the new shares in the Private Placement and to authorise the Board to issue the additional shares pursuant to the Greenshoe Option (the "EGM Resolutions"), (ii) the Oslo Stock Exchange having approved the application for admission to trading of the Company’s shares on Euronext Growth Oslo (subject to completion of the Private Placement), and (iii) registration of the EGM Resolutions in the Norwegian Register of Business Enterprises and issuance of the new shares in the VPS having taken place.
The Board may, in its sole discretion, in consultation with the Managers, cancel and/or modify the terms of the Private Placement, at any time and for any reason, without any compensation to the applicants. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Further announcements relating to the Private Placement and Admission will be made in due course.
Arctic Securities AS, Pareto Securities AS and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Norse Atlantic, while Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.
For further information, please contact:
James Lightbourn, CFO
+1 (804) 313 0375
Ben Boiling, VP Finance
+47 912 40 945
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange release was published by Ben Boiling, VP Finance, Norse Atlantic ASA, on 24 March 2021 at 08:00 CET.